All capitalized terms not defined in this document shall have the meaning ascribed to them in the NACR Sales Agreement.Intellectual Property Infringement Indemnification • October 27th, 2021
Contract Type FiledOctober 27th, 2021Intellectual Property Infringement Indemnification. NACR will defend, indemnify, and hold harmless Customer and Customer’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”), at NACR’s expense, from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right protected by any patent, copyright, trademark or trade secret of any third party that is enforceable in the United States. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim;